Results of Operations and Financial Condition. On August 17, 2026, Functional Brands Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for purposes of Section 18…

Chief Executive Officer — Eric Gripentrog: Amendment to the executive employment agreement and grant of stock options.

Entry into a Material Definitive Agreement. The description in

Termination of a Material Definitive Agreement. As previously disclosed, on May 22, 2026, Functional Brands Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with BullionFX (the “Seller”), pursuant to which the Company agreed to acquire certain assets of the Seller, including its “Alchemy” gold-backed blockchain settlement platform, in exchange for 100,000 shares of the Company’s Series D Convertible Preferred Stock. On June 29, 2026, the Seller el…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On June 9, 2026, Functional Brands Inc. (the “Company”) received a written notification (the “Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that Nasdaq had determined to delist the Company’s common stock from The Nasdaq Capital Market. The Staff Determination was issued pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii) (th…

The offer and sale of the 100,000 shares of Series D Preferred Stock to be issued in connection with the Closing and the Conversion Shares issuable upon conversion thereof are intended to be exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the offer and sale thereof do not involve a public offering, the recipient has confirmed that it is an “accredited investor”, and the recipient will acquire the securities for investment only…

Entry into a Material Definitive Agreement. On May 22, 2026, Functional Brands Inc. (the “Company”, “we” and “us”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with BullionFX (the “Seller”) to purchase certain assets and intellectual property of the Seller, including its Alchemy product, a blockchain-based financial ecosystem designed around auditable physical gold (the “BullionFX Assets”), in exchange for 100,000 shares of a newly created series of preferred stock of t…

Chief Financial Officer — Tariq Rahim: Mr. Rahim resigned from the Board and transitioned to a non-executive role, while David R. Wells was appointed as the new Chief Financial Officer.

Chief Financial Officer and Director — Tariq Rahim: Mr. Rahim resigned from the Board and transitioned to a non-executive role, while David R. Wells was appointed as the new Chief Financial Officer and Director.

Regulation FD Disclosure. On May 19, 2026, Functional Brands Inc. (the “Company”) issued a letter to its stockholders regarding the potential acquisition of certain assets and intellectual property of BullionFX Ltd. A copy of the letter sent to stockholders is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for…

Results of Operations and Financial Condition. On May 18, 2026, Functional Brands Inc. (the “Company”) issued a press release regarding the Company’s financial results for its first fiscal quarter ended March 31, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information in this Item 2.02, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the…

Entry into a Material Definitive Agreement. On May 11, 2026, Functional Brands Inc. (the “Company”) entered into a Conversion Price Reduction and Waiver Agreement (the “Agreement”) with all of the holders of the Company’s Series C Convertible Preferred Stock. Pursuant to the Agreement, the conversion price applicable to the Series C Preferred Stock during the Fixed Conversion Period was reduced to $0.1636 per share of common stock, the market price of such stock at the time of the execution o…

Entry into a Material Definitive Agreement. The description in

Chief Executive Officer — Eric Gripentrog: Amendment to the existing employment agreement for administrative clarifications and updates.

is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Creation of a Direct Financial Obligation. The information set forth in

Exchange Agreement Effective as of March 9, 2026, Functional Brands Inc. (the “Company”) entered into the Exchange Agreement with Leonite Fund I, LP, Kips Bay Select LP, FirstFire Global Opportunities Fund, LLC and 3i LP (collectively, the “Investors”) pursuant to which the Investors agreed to exchange all of the Company’s Series A and Series B Convertible Preferred Stock held by such Investors for a combined consideration package consisting of shares of the Company’s new Series C Convertible…

The filing describes amendments to employment agreements and new director compensation arrangements, which do not constitute a management change.

Entry into a Material Definitive Agreement. The description in

Entry into a Material Definitive Agreement. On February 5, 2026, Functional Brands Inc. (the “Company”) entered into a Series A Convertible Preferred Stock Purchase Agreement (the “SPA”) with Evergreen Capital Management LLC (the “Seller”), pursuant to which the Company agreed to purchase from the Seller, and the Seller agreed to sell to the Company, all of the Seller’s shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred”), consisting of 12,445 shares (the “P…

Material Modification to Rights of Security Holders. On February 1, 2026, the Board of Directors (the “Board”) of Functional Brands Inc. (the “Company”) approved and adopted an amendment (the “Amendment”) to the Company’s bylaws (the “Bylaws”) which reduces the number of shares required to constitute a quorum at a stockholders meeting of the holders of shares of the outstanding capital stock of the Company to provide that stockholders holding thirty-three and four-tenths percent (33.4%) of th…

Entry into a Material Definitive Agreement. On December 30, 2025, Functional Brands Inc. (the “Company”) entered into a Series A Convertible Preferred Stock Purchase Agreement (the “SPA”) with Helena Global Investment Opportunities 1 Ltd. (the “Seller”), pursuant to which the Company agreed to purchase from the Seller, and the Seller agreed to sell to the Company, all of the Seller’s shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred”), consisting of 12,022…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 30, 2025, Functional Brands Inc. (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on…

Results of Operations and Financial Condition. On December 15, 2025, Functional Brands Inc. (the “Company”), issued a press release regarding the Company’s financial results for its third fiscal quarter ended September 30, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information in this Item 2.02, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as am…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On July 22, 2025, Functional Brands Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement ( as amended, the “Securities Purchase Agreement”) with certain accredited investors named therein (the “Investors”). Pursuant to the Securities Purchase Agreement, each Investor agreed to purchase from the Company in the aggregate 100,000 shares of its Series A Convertible Preferred Stock, par…